Ten years after the invasion of Naboo, the Galactic Republic is on the brink of civil war as thousands of solar systems threaten to secede under the leadership of the mysterious Count Dooku. After an assassination attempt on Senator Padmé Amidala, apprentice Anakin Skywalker is assigned to protect her, leading to a forbidden romance that challenges his Jedi vows. Meanwhile, Obi-Wan Kenobi’s investigation into the assassin leads him to a hidden planet and the discovery of a massive clone army being bred for the Republic. As political tensions reach a breaking point, the Jedi find themselves outmatched, forcing the start of a legendary conflict that will change the galaxy forever.
Information |
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Language |
English |
Country |
United States |
Premiere date |
May 16, 2002 |
Running time |
142 minutes |
Genre |
Sci-Fi Action Adventure |
Budget |
$115,000,000 |
Box Office |
$653,779,970 |
Crew |
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Directed by |
George Lucas |
Produced by |
Rick McCallum |
Written by |
George Lucas Jonathan Hales |
Music by |
John Williams |
Cinematography |
David Tattersall |
Edited by |
Ben Burtt |
Production Co. |
Lucasfilm Ltd. |
Distributed by |
20th Century Fox |
Top Cast |
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Official Trailer |
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Movie Collection |
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Movie Order: #05 in Star Wars Collection
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The Plot
Shadows of Rebellion and the Coruscant Assassination
Ten years have passed since the invasion of Naboo, and the Galactic Republic finds itself teetering on the edge of total collapse. A charismatic former Jedi Master named Count Dooku—secretly the Sith Lord Darth Tyranus—has spearheaded a Separatist movement that threatens to tear the galaxy asunder. As the Galactic Senate fiercely debates the Military Creation Act, which would establish a standing army to protect the Republic, Senator Padmé Amidala returns to Coruscant to cast her vote against the measure. Despite the dwindling numbers of the Jedi Order, she remains committed to a peaceful resolution.
Tragedy strikes immediately upon her arrival. A devastating explosion rocks the landing platform, claimed the life of Padmé’s decoy, Cordé. Shaken but undeterred, Padmé is placed under the protection of Jedi Knight Obi-Wan Kenobi and his headstrong apprentice, Anakin Skywalker, at the personal request of Supreme Chancellor Palpatine. Anakin, now a young man, finds himself overwhelmed by his long-repressed feelings for the Senator, while Obi-Wan remains wary of his apprentice's emotional volatility.
A High-Stakes Pursuit through the Neon Underworld
The threat against Padmé’s life persists. That night, a shape-shifting assassin named Zam Wesell uses deadly kouhuns to infiltrate the Senator's chambers. Anakin and Obi-Wan intervene just in time, launching a harrowing high-speed pursuit through the skylanes of Galactic City. They eventually corner Wesell in the Outlander Club, where Obi-Wan disarms her with surgical precision. However, as they attempt to interrogate her in the alleyway outside, a mysterious figure clad in Mandalorian armor fires a toxic saberdart from the shadows, silencing Wesell forever before she can reveal her employer's identity.
With the assassin dead and the trail cold, the Jedi Council splits the duo’s responsibilities. Obi-Wan is tasked with investigating the origin of the saberdart, while Anakin is ordered to escort Padmé back to the safety of Naboo. For Anakin, the assignment is a welcome reprieve from Obi-Wan’s constant critiques and an opportunity to finally be alone with the woman he has idolized for a decade. In their absence, the clumsy yet well-meaning Junior Representative Jar Jar Binks is left to handle Padmé's senatorial duties.
The Hidden World of Kamino and the Clone Template
Obi-Wan’s investigation leads him to a startling discovery: the planet Kamino, a world of endless storms that has been mysteriously erased from the Jedi Archives. Upon his arrival, he is greeted by Prime Minister Lama Su, who reveals that a massive clone army is being grown for the Republic. To Obi-Wan's bewilderment, the order was allegedly placed ten years prior by the deceased Jedi Master Sifo-Dyas. The template for this army is the lethal bounty hunter Jango Fett, who resides on the planet with his unaltered clone son, Boba.
A tense meeting between Obi-Wan and Jango confirms the Jedi's suspicions. When Obi-Wan attempts to take the bounty hunter into custody, a brutal confrontation erupts on a rain-slicked landing platform. Jango utilizes his jetpack, blasters, and a sophisticated arsenal to keep the Jedi at bay, eventually knocking Obi-Wan into the raging sea. Believing the Jedi dead, Jango flees the planet in his ship, *Slave I*. However, Obi-Wan survives and manages to attach a homing beacon to the vessel, tracking the Fetts through an asteroid field to the rocky world of Geonosis.
Forbidden Romance and the Tragedy on Tatooine
While Obi-Wan tracks a conspiracy, Anakin and Padmé seek refuge in the tranquil Lake Country of Naboo. Their time together is filled with playful moments in the fields, but the atmosphere grows heavy as Anakin confesses his deep, forbidden love for her. Padmé, though clearly reciprocating his feelings, resists, reminding him that their roles as a Senator and a Jedi make a relationship impossible. This rejection fuels Anakin’s inner conflict, pitting his Jedi vows against his mounting passion and frustration.
Anakin’s turmoil is exacerbated by recurring, agonizing visions of his mother, Shmi, in grave danger. Driven by desperation, he convinces Padmé to travel with him to Tatooine, defying his orders to remain on Naboo. He learns from Watto that Shmi was sold, freed, and married to a moisture farmer named Cliegg Lars. Upon meeting his step-family, Anakin receives the devastating news that his mother was kidnapped by Tusken Raiders a month ago and is presumed dead.
A Descent into Darkness and a Massacre in the Desert
Anakin ventures into the desert alone, tracking the Raiders to their camp. He finds Shmi tied and brutally beaten inside a tent. She manages to recognize him for one final, heart-wrenching moment before dying in his arms. In a fit of uncontrollable rage and grief, Anakin gives in to the dark side, massacring the entire Tusken community—men, women, and children alike. On Coruscant, Master Yoda feels a sudden, terrible disturbance in the Force, hearing the spectral echo of Qui-Gon Jinn shouting, "Anakin, Anakin, no!"
Returning to the Lars homestead with his mother’s body, Anakin breaks down in front of Padmé, confessing his horrific actions. Despite the darkness he has unleashed, Padmé consoles him. Following a somber funeral for Shmi, the pair receives a garbled transmission from Obi-Wan on Geonosis, who has discovered a massive gathering of Separatist forces and a new droid army being manufactured by the Trade Federation and various commerce guilds.
The Petranaki Arena and the Jedi's Last Stand
Obi-Wan is captured by Count Dooku, who attempts to seduce him to the Separatist cause by claiming the Republic is corrupt and that a Sith Lord named Darth Sidious controls the Senate. Obi-Wan remains steadfast in his loyalty. Meanwhile, on Coruscant, the Senate is spurred into action. Jar Jar Binks, manipulated by the crisis, moves to grant Chancellor Palpatine emergency powers. Palpatine uses this authority to officially authorize the use of the newly discovered clone army.
On Geonosis, Anakin and Padmé’s rescue mission ends in their capture. Sentenced to death alongside Obi-Wan, they are led into the Petranaki Arena. In their final moments before facing execution, Padmé and Anakin finally confess their love for one another. Chained to stone pillars, they are forced to battle three monstrous beasts: a Reek, a Nexu, and an Acklay. Just as the Separatist leaders, including Nute Gunray and Count Dooku, prepare to celebrate their victory, Master Mace Windu and a strike team of over 200 Jedi reveal themselves, igniting their lightsabers in a stunning display of defiance.
The Grand Army of the Republic Arrives
The arena descends into a chaotic bloodbath. Jango Fett joins the fray, but his luck runs out when his jetpack malfunctions, allowing Mace Windu to decapitate him with a single stroke. Despite their prowess, the Jedi are slowly whittled down by the sheer numerical superiority of the battle droids. Surrounded and facing certain death, the survivors are saved by the sudden arrival of Master Yoda, who descends in gunships at the head of the massive Clone Army. The "Attack of the Clones" begins in earnest as the Republic forces clash with the Separatist droids across the Geonosian plains.
As the tide of the battle turns in favor of the Republic, Dooku receives the secret plans for a "ultimate weapon" from Poggle the Lesser and attempts to flee. Anakin and Obi-Wan pursue him to a hidden hangar. Impatient and fueled by anger, Anakin rushes Dooku alone, only to be blasted back by a surge of Force lightning. Obi-Wan engages Dooku in a sophisticated lightsaber duel, but the Count’s mastery of the old-world fencing style proves superior. Dooku wounds Obi-Wan’s leg and arm, but before he can deliver the killing blow, a recovered Anakin intervenes.
The Duel of the Masters and the Shroud of War
Anakin fights with desperate intensity, wielding two lightsabers for a time, but Dooku eventually gains the upper hand, severing Anakin’s right arm at the elbow. As the two Jedi lie defeated, Master Yoda enters the hangar. The two titans of the Force engage in a breathtaking duel, first clashing with telekinetic powers and then with lightsabers. Yoda’s acrobatic mastery pushes Dooku to his limits. Realizing he cannot win, Dooku uses the Force to topple a massive crane onto the incapacitated Obi-Wan and Anakin. While Yoda is forced to divert his focus to save his fellow Jedi, Dooku escapes in his solar sailer.
Dooku arrives on Coruscant, meeting his master, Darth Sidious, in a desolate industrial area. He confirms that the war has begun exactly as planned. At the Jedi Temple, Yoda, Mace Windu, and Obi-Wan reflect on the grim future. Though they won the battle, Yoda somberly notes that "the shroud of the dark side has fallen," and the Clone Wars have commenced. In the final moments of the conflict’s beginning, Palpatine watches as thousands of clone troopers board starships to the sounds of military drums. Meanwhile, in a quiet, sun-drenched balcony on Naboo, Anakin—now fitted with a mechanical hand—and Padmé are married in a secret ceremony, witnessed only by R2-D2 and C-3PO.
